Calling All Superheroes
by Fitz
Summary: Spider-man is contacted by a mysterious man to get his niece back...but is there more to his reasons then he's letting on?


Spiderman

Disclaimer: Only Spider-man & Doc Ock belong to Marvel. Kim, Ryan and the others are mine. 

If you like the story, let me know, and I'll write a sequel to it. Anything you want to see in the sequel after you read the story? E-mail me, I'll see what I can do. I'm very versatile, so give me an e-mail. I'd appreciate the feedback. 

Calling All Superheroes 

In the city that never sleeps, it was about 8:30 PM, and Spider-man was web slinging the night away. He sighed loudly as he thought about his life. He had just had a rotten day. Mary-Jane was mad at him for not showing up for a date of theirs, his Aunt May was off visiting relatives in California, and all of his professors were giving him a hard time in his classes.

"This night couldn't get worse." Spider-man murmured to himself. A millisecond after he said this, his spider-sense kicked in, and he instantly slung and stuck to the nearest building wall, looking around frantically expecting the hobgoblin, or Venom to start attacking him. He was confused when he didn't see anybody.

"Spider-man?" A voice asked, almost reluctantly. Spider-man cocked his head to the side, and looked up towards the top of the building. _Why did my spider-sense go off?_ He wondered to himself. _Something's not right._ He quickly scaled the wall, and flipped over the ledge of the top of the building. What he saw really surprised him. It was a man, not seeming much older then himself, maybe around 30. He was tall, maybe around 6'1". He had short brown hair, carelessly combed to the front of his forehead. The man had a strange look…Spider-man couldn't place it.

"Spider-man?" The man asked again breaking Spider-man from his thoughts. "I heard this was a good place to find you." The man paused, and looked to the ground as if he had too much pride to ask, then faltered and looked back up at Spider-man. "I…need your help."

Spider-man was standing a couple feet in front of the man, hands on hips, trying to figure the man out. "What's your name?" Spider-man asked.

"My—My name?" The Man stuttered. "Ryan. Ryan Backer. Please…you've gotta help me!" He practically whined. 

Spider-man put both of his hands up in a calming motion, wishing he could plug his ears from the whining. "Alright, alright. Just calm down, okay? What seems to be the problem?"

"My niece." Ryan practically stuttered out. "She…she ran away from me. I'm her legal guardian…you gotta help me! She has to be back in twenty-four hours!"

Spider-man cocked his head to the side, put his hands on hips, and looked at the older man. "Why twenty-four hours? And why did she run away in the first place?" Spider-man knew nothing about this man. For all he knew, this guy could be a child-beater or something. 

"She's diabetic! She needs to take her insulin or she'll die!" Ryan cried out. "We had an argument, it was stupid! _Please_ Spider-man! You _have_ to help me!"

Spider-man didn't know what to think. It was almost as if he could feel his spider-sense in the back of his head…but what if this man was telling the truth? A rebel kid could die unless he helped out. "Alright, Ryan, I'll see what I can do; but I'm going to need some help. What's her name? What does she look like? Where does she hang out?"

"Her name is Kim Ekberg; I've got a picture you can have." He digs out a folded piece of paper from his pocket, which turns out to be an 8x10 picture of the girl. "She's about five foot seven; she has blonde hair to her shoulders, skinny, hazel eyes…really gets under your skin." Spider-man looked the picture over, making a mental note as to what she looked like. Ryan started talking again, interrupting Spider-man's thoughts. "The best place to find her would probably be at any of the local theatres, hanging with her friends." He pauses, and then snaps his fingers. "Her favorite is Century Theatres! She's there all the time!"

Something kept nagging at the back of Spider-man's head…something just didn't seem right. "Ryan," Spider-man started. "Why don't you try and find her? You—

"Don't you think I've tried?!" Ryan interrupted him loudly. "I'm not as strong as you are Spider-man. She _won't_ listen to me! Take her by force if you have to; just bring her _back_ to me!" Ryan finished up, looking Spider-man in the big blank white eyes. "Do this for me Spider-man and I promise you'll be rewarded. I'll give you the address."

***

The person in question was walking with three of her friends, two girls and a guy. They had just gotten out of the movies, (at Century Theatres) and were now just hanging out with each other.

"Man, I want to see that movie again!" Kim exclaimed, excitedly. She got worked up fairly easily when she sees a good movie.

"Oh, yeah." The guy agreed, nodding enthusiastically. "Those chicks were hot!"

"Jason!" One of the girls slapped him on the arm. Jason was a pretty good looking guy. He was a sophomore in college, tall, football player build, with dark hair and eyes. The girl that had slapped him on the arm, her name was Kat. She was short, but petite. She had spunky red hair, kind of like a pixie, and bright green eyes. She was also a sophomore in college.

"Don't worry!" Jason said, smiling, and covering quickly. "None as cute as you." The two stop to kiss.

Kim and the other girl, Amanda roll their eyes at each other and keep walking. Amanda was about Kim's height, if not taller, also with blonde hair, but hers was much longer, with volume giving her a much more adult look. She had glasses which added to the adult look. Amanda was a college drop-out, but now held a steady job at a grocery store. Kim was the youngest of the group, not having even entered college yet. Kim was only a senior in High School. 

"So…I'm set to stay with you tonight at your apartment, right?" Kim asked Amanda hopefully. Amanda and Kim were pretty close, Amanda would let Kim crash there whenever she wanted to.

"Yeah, all set." Amanda said, glancing to her right as Kat & Jason joined them. "Your Uncle hassling you again?"

"You have _no_ idea." Kim sighed, then glanced down a street, seeing a twenty-four hour Wal-mart. "Guys, I'll meet you at Amanda's house, I gotta pick up some stuff. Okay?"

"We can come if you want," Kat offered, shivering slightly from the chilly night air.

Kim wrinkled her nose, and shook her head. "Nah, I'll be there in a few minutes."

Everyone voiced their agreements, and continued walking together. Kim separated from the group to head toward the Wal-mart. She felt strange all by herself, almost like someone was watching her. She started walking faster, looking carefully around her. "Man…its _way_ to quiet." Kim muttered to herself, then started humming, just to make noise. Before long, she got into the song by a band called the Supertones, and started singing out loud. "Say ya got a minute friend? 'Cause I'd like to tell ya something. You may think nothing of it…but wait you're gonna love it!" The Supertones were a great Contemporary Christian Rock band. Kim had seen them a couple times in concert, they put on a _great_ show!

Kim wasn't even aware of the quiet streets now. She just concentrated on the sound of her own voice, until she got closer to Wal-mart. She was almost there, when a loud obnoxious voice interrupted her singing. A large burly man, obviously drunk, emerged from the dark alley that she had been passing.

"Hey girl," The drunk slurred. "You looking for a good time?" he hiccupped, then burped loudly. Kim stopped in her tracks, looking at the man, trying not to show any expression on her face. She took a deep breath, and tried to not show she was scared…the sinking feeling in the pit of her stomach was not helping. This was not good…not at all. She slowly started inching backwards, to where there was more light.

"No, uh…thanks, but no." She stuttered out. She inched back more, the man stumbled after her.

"I pay…_very well!" The man grinned a rotted toothy smile._

"Nasty!" Kim practically yelled, not at his teeth (which _were_ nasty) but at what he was implying. 

"What? You have a problem with me? Whores shouldn't be picky." He said, taking bigger steps toward her. Kim had inched all the way across the street, and had now backed up against the brick wall on the opposite side of the street. Her stomach dropped further.

"No…it's just…"

"Just _what_?!"

Suddenly a new voice joined them. "I believe the lady said 'no' slime ball! And after seeing your ugly face, I can't understand _why_!" There was just a voice, and Kim and the man both looked around to see whoever it was, neither one of them looked up.

"When you show your face, it's gonna be _black and blue_!" The man screamed into the night.

At that moment, Spider-man dropped from the sky. "Really?" He asked. He landed on the man's shoulders with enough force to bring the 275lb guy to his knees. The guy slowly, and shakily got to his feet, but Spider-man was waiting for him, and kicked him in the gut, then punched him in the face. Spider-man was about to launch another punch to the man, but the man was cowering in fear, hands in front of his face. Spider-man stopped the punch just a few inches from the man's face. He wasn't one for picking on the weak. "Get out of here." He warned. The man didn't reply, but ran (or waddled) off in the opposite direction. "Now," Spider-man said turning around. "You—are gone." He looks around, and scratches his head. "Where'd she go?"

***

Kim was jogging toward the Wal-mart. She didn't know who that guy had been that had just dropped down from the sky…but she didn't stop to ask. There were a lot of whacko's this time of night, she figured that he was just another one. What didn't make sense to her though…was, why did he save her? She was about a block from the bright lights of the store, when faster then she could comprehend, she was grabbed by the left arm, and yanked to her left by someone, into a small area between two of the brick buildings. Kim didn't even have a chance to scream, it was so sudden. When Kim finally felt that she had control, she jerked her arm back from the vice-like grasp, and glared up…into the red mask of Spider-man.

"Sorry about the dramatic entrance." Spider-man started. "But—

"Who are you?" Kim interrupted him, still looking up a bit. He wasn't too much taller then her.

"I am your friendly neighborhood Spider-man." Spider-man said, extending his hand. "And you're…Kim Ekberg, right?"

Kim looked down at his hand, then up at him; she bolted out of the alley as fast as she could…but unfortunately for her, Spider-man was faster. He pointed a hand at her, and sticky web fluid fired at her, sticking to her back, stopping her in her tracks. Kim had gotten maybe only ten feet away, then was jerked back with enough force that she would have flown right by Spider-man, had he not reached out and grabbed her shoulders. When he caught her, he grabbed her shoulders, and forced her to look at him.

"You're Kim, right? Why did you run from me?" He asked, he still had a little patience left…but it was fading fast.

Kim looked down from his mask, to her look over her shoulder at he back. She shrugged Spider-man's hands off her shoulders and peeled some of the gunk off her tank-top with two fingers, and grimaced. "What _is_ this stuff?" She asked Spider-man, taking a step back from him, but he closed the distance right up again, in case she tried to bolt.

"Kim, come on. I'm taking you home…now." Spider-man said with authority.

"No! You can't make me!" She taunted, and took another intimidating step forward, and she quickly backed up. "Okay, so maybe you can." She admitted, then quickly changed the subject. "Why are you after me?" She asked. "Did Ryan send you?" A pause. "He did, _didn't_ he?!" She accused Spider-man, brazenly pointing a finger in his face. "I'm _not_ going back there, do you _hear_ me?!" She screamed at him.

Spider-man rubbed his ears, and took a tiny step backwards. "Yeah, I heard you. What's the problem? I'm not a bad guy—

"Yeah, if you take me _back_ to him, you'll be worse!" She screamed.

Spider-man had had enough. "Lets go." He said, grabbing her right shoulder. Kim squirmed away from him. "Kim, I'm losing my patience with you! We're going _now_." He reached for her again, but Kim ducked into the street. She had heard some people a little way away, and now they were only a couple feet away from the little entrance to the space between the buildings. She wove her way into the small cluster of about ten people, and started walking with them. She got a couple of strange looks, but no one said anything.

Spider-man ducked into the shadows when they came up. Kim looked to the side as she passed, and just saw the white material for his eyes…she stayed with the small group of people.

***

"Yes, the metamorphosis is almost complete." Ryan Backer said to himself, as he paced the small confines of his laboratory. The room was just like any room you'd see for a mad scientist's. There were experiments being run all over the place around him. There were rats in cages, advanced chemistry sets, and his cat: Rufus. "Once Spider-man brings Kim to me, her change will be complete, and I'll have her under _our_ control!" A pause. "Rufus…what are you doing?! Daddy told you not to—Rufus!"

***

Kim knew she'd have to split from the group pretty soon. If only she could get to a place (inside) that had a phone. The strange guy, Spider-man, probably wouldn't follow her inside. Then she could call Jason, to come pick her up. They'd passed the Wal-mart awhile ago. That weird guy…(Spider-man?) had to be close by. Splitting from the group, she finally saw a convinance store that was open 24-7. She jogged into it, pausing to glance around before entering.

"Do you have a pay-phone around here somewhere?" She asked the clerk breathlessly. He gave her a 'you're kidding' look, and pointed a foot away from him. "Thanks!" Kim said, nodding to him, and digging out some change from her pocket. She dialed Amanda's number, and frantically looked over her shoulder while she waited for someone to pick up.

"Hello?" Came the voice from the other end.

"Amanda, thank God." Kim said, relieved at the sound of her friend's voice.

"Kim? Is that you?" Amanda asked, sounding worried. "Where are you? Are you alright?"

"I'm fine. I'm at the convinance store on Welsh Avenue. Do you think you could pick me up?" She asked, glancing at the big window again, looking outside.

"Jason just left on a beer run, I'll call his cell, and tell him, alright? What's going on?"

"It's a _long_ story!" Kim said loudly, then quieter again. "I'll tell you about it later, just get a hold of Jason, okay?"

"Sure thing. See you in a bit."

"Bye."

Both girls hung up the phone. As she did, Kim felt this sort of numb pain just below her right shoulder, it was more of a dull ache then a pain really. It must have been when Spider-man grabbed her. She probably had a bruise to show for it. She extended her arm, and stretched it in a circle. It wasn't _that_ bad, she'd live.

Her mind started wondering about Spider-man. She'd heard rumors of him, that he was a trouble maker. She'd also heard that he was a good guy, and he helped people out. That would explain him saving her, but why would he want to take her back to Ryan? That's like sudden death. Ryan was a _bad_ man, Kim and her friends were the only ones that actually realized it.

And what was with the mask? If he was such a good guy, why didn't he show his face? As she waited, she glanced at her back, noting some of the white stuff was there. What was it, and where did come from? A gun of some sort? She didn't remember hearing any sound with it. Kim peeled some of it off, and examined it. She tried to pull it apart, but couldn't. This was some pretty strong stuff. Kim was jolted out of her thoughts when the door burst open, and Jason came in. Jason and Kim were close. Not boy/girlfriend close, but more brother/sister close. As soon as he saw her, he practically ran toward her.

"Kim! Are you alright? Amanda scared the hell right out of me when she called!" Jason grabbed Kim, and pulled her into a big hug. That's when her shoulder hurt a little more.

"Ow! Jason, my shoulder!" Kim cried out.

He looked at her worried. "What happened? Were you shot? Mugged? Beat up?"

"No…Its complicated, my shoulder just hurts. Will you check to see if its bruised?" She asked him.

"Yeah, sure." Jason complied. Kim was wearing a tank-top, so he just pulled the material down from the arm hole. "Ouch!" He commented when he saw it. "What'd you do?"

"I don't know." Kim replied, rubbing her shoulder. "What does it look like, happened?"

"Its…small. Like you were hit hard with a bee bee or something. But the bruise is really multi-colored. What happened?"

"I have _no_ idea. Lets just go." Kim urged, tugging on his arm, toward the door.

"Fine." Jason agreed, but pointed an accusing finger at her. "When we get back, you're explaining everything, alright?"

"Yeah." Kim nodded as they exited out of the store.

"I'm parked to the left of the store, I couldn't get too close." Jason admitted. "Sorry."

"Lets just go, I don't really care." Kim fast-walked toward the car, and Jason had to practically jog to keep up with her. She was really on edge. They were just arriving at the doors of the black jeep when Spider-man made his grand entrance. He dropped down beside the car from one of the near-by buildings. "_Jason!" Kim screamed, petrified that the weird guy was back._

"I am starting to lose my patience with you, Kim." Spider-man said to her, wagging his index finger at her in a childish way. He saw Jason coming towards him, as his spider-sense went off. He glanced back at Kim. "Stay." He fired some web fluid at her. It hit her in the stomach, and to the sides of the car. It stuck her fast to the car.

"Who the hell do you think you are?!" Jason asked Spider-man, coming at him with only his own two fists.

"Look, guy, I don't want trouble, okay?" Spider-man asked, ducking out of the way of Jason's path. "I was asked for help, and I'm giving it."

"Yeah!" Jason shouted, coming at him again. "At the cost of her life!"

"What?" Spider-man asked, confused for a second, and Jason landed a solid punch to his jaw.

***

Kim was not having much luck with the webbing…stuff. She was totally stuck to Jason's car. She tried as hard as she could, but couldn't pry the white stuff from the car, or her shirt. It almost reminded her of chewing gum. She saw Jason land a blow to Spider-man, which gave her a small bit of hope, and she tugged even harder. She could feel the sticky stuff give just a bit, then a bit more. She didn't know where her strength was coming from, but she kept on.

***

"Ow. That hurt." Spider-man commented.

"Good, it was supposed to." Jason retorted.

"Oh, that's it. You're going down, now!" Spider-man warned Jason.

"Oh, I'd like to see you try!" Jason taunted.

"Ya shouldn'ta said that!" Spider-man replied, as he landed a punch to Jason's face, then a sweep with his foot to trip Jason.

"Hey!" Jason shouted, as he fell to the ground, losing his balance.

"Told you." Spider-man laughed. He was almost having fun with this…almost. As he was about to web Jason to the sidewalk, his spider-sense went off, and Kim jumped onto his back. Kim's arms were tight around his neck, trying to help Jason out. Jason slowly got to his feet, as if he was dizzy. He shook his head, and composed himself. Spider-man turned his head halfway to look at Kim.

"How did you break out of the webbing?" He asked her, genuinely curious. Kim suddenly thought that this may not have been such a good idea, jumping onto his back and all…but found out too late. "Now that you're back there, you may want to hold on." Spider-man advised.

"What are you talking about?" Kim asked, about to jump down.

"Hold on." He replied to her, as Jason was about to come back at him. Spider-man pointed his right hand at the sky, and more webbing shot out. Kim was confused for a second, then Spider-man jumped, high. Before she knew what was happening they were soaring through the sky, and Jason was on the ground yelling for him to come back. Kim practically had Spider-man in a choke-hold, only her strength holding her up. "How you doing back there?" He asked in a calming voice, back toward Kim. "I call this web slinging."

Before Kim could reply, this overpowering nauseous feeling came over her. It wasn't because of the height, she had not problem with heights. This was different. It was almost as if her insides were splitting in half. The pain was so intense, she blacked out for the very first time in her life. Her death-lock grip slipped from Spider-man's neck, and she was pummeling down…down…down…

It took Spider-man all of half a second before he realized the light weight was gone from his back. He glanced down and saw her falling.

"_Kim!" Spider-man screamed loudly, and stopped mid-swing. He turned his left hand down, and fired a shot of webbing towards her. He took his right hand, and fired toward a near-by building. Both shots hit their designated targets. The one shot hit Kim's shoulder, and he was already scaling the wall of the building that the other shot had hit, to get to the top. Once he reached it, he fired another shot from his right hand to attach to her other shoulder for more support. When she got close enough for him to see her clearly, he saw that she was different. Her blonde hair was now streaked with starch white streaks all over her head, almost creating a circle at the top of her head. "That was _not_ there before." Spider-man commented to himself, as he hoisted her over the building edge. There was one sharp edge of the building that her tank-top caught on when he pulled her over. "Whoops." Spider-man said. "Oh well, its not _Armani._ He was about to lay her down on the roof-top when something caught his eye. Spider-man sat Kim upright to have a better look. Near the rip was a small bruise, and upon looking at it closer, Spider-man saw a small scab in the center of it. "It…almost looks like…a needle prick." Before he could examine the small wound closer, Kim started coughing and wheezing. "Are you alright?" Spider-man asked her, genuinely worried._

Kim didn't answer right away, because she was still coughing. Spider-man patiently waited for her to stop. When she finally got her composure together, she took a much needed breath.

"Hey, what happened there?" Spider-man asked gently. "Did the heights get to you?"

"No…" Kim answered, looking down. "My stomach hurts, and my head…" She clutches her head as if in agony. Spider-man couldn't tell if she was faking it or not.

"Just relax for a moment." Spider-man soothed. "Everything will be fine." Kim clutched her head, and was sitting in the fetal position on the roof. Finally she let her hands drop down, and laid her forehead on her knees. "Here," Spider-man offered. "Just lay down for a second, it'll help with your head, okay?" Kim looked at him for a second, but her eyes were bugging out on her. She laid her head back against her knees, and promptly fell asleep, completely exhausted. 

Spider-man could tell that she was in a lot of pain at the moment, and wanted to help; he didn't like to see anyone suffer. To make her a little more comfortable, he leaned back, and had her head rest against his chest. "This should be an interesting evening." Spider-man said to himself, as he eased himself back against the building edge…slowly, so he wouldn't wake Kim. As soon as he was a little more comfortable than he was before, he stared up at the night sky, contemplating the girl, and the events that had happened that night.

***

Ryan Backer was hunched over a table, working with something electronic in his hands. It looked to be a very complex headband, but it was made of a light-weight metal.

"How's it coming, Professor Backer?" A new eerie accented voice interrupted Ryan's work, causing him to jump, and drop the mechanism to the table.

"Fine, Professor Octavius. It's almost finished." Ryan answered nervously. This whole idea _had_ been Professor Octavius'. Not that his bratty niece didn't deserve what was coming to her.

"And the serum?" Professor Octavius prompted.

"Taken care of."

"How about the control device?" Professor Octavius wanted to know.

"I'd be done by now if you'd stop interrupting me! Ryan snapped. He hadn't yet turned around to acknowledge the other presence in the room. Frankly the site of Professor Octavius sickened him. He could only now see the other "man's" shadow. As he watched the shadow on the wall, the dreaded four mechanical arms appeared, snapping at the air harmlessly. 

"You'd do well to not raise your voice at me, _Professor_ Backer." Professor Octavius warned. " Remember that you _are_ expendable…the girl however will be under _my _control! And _with_ her under my command, Spider-man will be no more!

***

The first few signs of dawn were just now starting to show. Surprisingly Spider-man wasn't tired. He'd stayed up all night, waiting for Kim to wake up. She was still out cold, in the same position that Spider-man had put her in hours earlier. Spider-man was trying to stretch without moving too much. As soon as he did, Kim started to stir. He went stock still, trying to gage her reaction. It was hard to tell because she wasn't facing him. She finally did raise her head, and turn to look at him, though. 

"Good morning, sunshine." He said to her. It took a moment for Kim to grasp what was happening, and when she did she jumped to her feet horrified. 

"I thought you were a dream!" She practically yelled.

"And thank-you for _finally_ waking up!" Spider-man said, groaning as he sat up, then stood up, stretching his muscles. I've had this really bad crink in my neck since about 4 am." He rolls his neck. Kim approaches the edge of the building, and looks down. "I wouldn't get too close to that ledge if I were you." Spider-man cautioned. Kim looked down, it was about 200 feet down from where she stood. "How do you feel?" Spider-man asked coming up beside her, she took a couple steps away from him…keeping her space.

Kim pauses for a moment, considering his question. "Surprisingly well…actually." She looked surprised. 

"Good." Spider-man said. "We can go now." He reaches for her, and she backs up, forgetting about the edge, only concentrating on Spider-man. The back of her foot hit the ledge, and she lost her balance, pummeling over the building edge…falling down, yet again.

"Not again." Spider-man groaned, and looked over the edge of the building, preparing to shoot some web fluid to catch her, mentally reminding himself to reload the cartridges. But as Spider-man looked down, his un-worry quickly turned to panic. He didn't see her anywhere! There was a slight morning mist, but he should have easily been able to see her outline. "_Kim_?" Spider-man called.

"Yeah?" She answered, from directly behind him, practically scaring him out of his mind. He actually stumbled forward a step, toward the edge further. He turned to see Kim about two feet away from him, just standing there. But…if you looked very closely, you could tell that her feet were about two inches off the ground. Spider-man didn't notice this at first.

"Kim?" He almost asked in disbelief, staring at her. "What happened?"

"Your guess is as good as mine." Kim commented, and kicked her feet back and forth to show him that her feet were no longer on the ground. "But I'm having trouble keeping my feet on the ground…literally."

Spider-man stared at her feet which were obviously off the ground, then he looked back up at her. Something very strange was happening here. First the hair, and now she could fly? Something kept nagging at the back of his head, but before he could contemplate it, Kim broke his concentration. She started floating upwards, and couldn't stop. She actually had a look of pure panic on her face.

"Whoa! Spider-man, _help_!" She screamed.

"Ah…now I see…_now_ you want my help!" Spider-man taunted playfully.

"Please?" Kim asked, as she rose higher. "I can't stop!"

Spider-man had no intention of letting her float away, but it sure felt nice being in control for once, and not having _her_ boss _him_ around. He fired some webbing at her, it stuck to her feet, a clean shot and he jerked her down…hard. She fell fast downward, screaming at the top of her lungs as she fell. Spider-man held out both arms, and caught her easily. "Are you okay?" He asked her, slightly exasperation in his voice, still holding her in his arms.

"_What_ just happened?" Kim asked, trembling slightly. When she was younger, she had two fears of dying. Both were strange dream sequences. One was having her foot stuck in a railroad track while a speeding train came at her, and the other was (as corny as it may sound) floating away. Higher and higher as her air supply is slowly cut off. She actually felt safe right now in Spider-man's arms. He was strong, and had saved her life _so_ many times since she had just met him. She allowed herself just a moment to relax, and calm down before jumping out of his arms.

"I think…okay, I know this is going to sound _really_ weird," Spider-man started. "But somehow, you may have just…been granted the ability to fly."

Kim looked at him in disbelief. "What?!"

"Do you have a better explanation?" Spider-man asked her.

"Well…no, but—

"Exactly!" Spider-man interrupted. "Did you see the small bruise on your shoulder?" He asked her, nodding his head toward her shoulder as he spoke. 

"Yeah, I don't know how it got there, though." She admitted.

"My spider-sense went off when I first met Ryan," Spider-man thought to himself.

"What?" Kim asked, scrunching up her face. "Spider-sense?"

"It alerts me to danger." Spider-man hurriedly explained. He pieced the events together in his mind, then looked toward Kim's hair, which was streaked white, then her feet which were on the ground…for now. "I have a feeling that Ryan Backer is into more then he's letting on."

"So you believe me!" Kim exclaimed, heart racing with hope at the news.

"Not just yet."

"Oh." Kim answered disappointed.

"Lets just say I'm not leaning toward this Backer guy as much." He said. "Come on, we've got to get to the bottom of this." Spider-man said looking around briefly.

"But what if you find out that Ryan _is_ a bad guy, which is what I've been trying to tell you?!" Kim shouted.

"We'll cross that bridge when we come to it." He answered. "Now, lets go. And don't fight me, I'm starting to get pissed off. And if there's one thing you don't want, it's a pissed off spider…man. Now, give me your hands." He reaches for them, but she jerked them back.

"Why?"

"What did I just say?" He grabbed her hands, somewhat roughly, and held them with one hand below the wrists. Kim knew it was pointless to fight him, so didn't even try. He then sprayed them with webbing. He waited until he had a thick coat before he stopped. She wouldn't be able to break from this. "There…now lets go."

"What are the…handcuffs for?" She asked, disgusted as she tried to break the webbing, to no avail.

"Insurance." Spider-man answered simply. "Now, loop your hands over my neck…we're gonna do a little web slinging." She stopped, and willed herself to fly again, but it wasn't working. Spider-man crossed his arms over his chest, and tapped his foot impatiently on the floor. "Lets go, Kim. The sooner we go, the sooner I can confront Backer, and the sooner I can take your side." 

That did it. "Fine." She sighed, exasperated, and stalked over to him. He leaned down a bit so she could more easily loop her hands around his neck.

"And away we go!" Spider-man jumped, and fired a shot of webbing, and they were gone from the building a second later.

***

Ryan stood up from his chair, and leaned backwards, stretching his back. His creation was on the table in front of him, just finished. "Finally!" Ryan rolled his neck.

"I take it you are finished, then, Professor Backer?" Came Octavius' voice.

"Yes! The device is _finally_ finished!" Ryan said triumphantly.

"Goooooood." Octavius said. "And according to my calculations, the girl should have found some of her strengths by now. When Spider-man brings her here, he'll promote his own demise!"

***

"We're almost there." Spider-man called back to Kim, remembering the address that Ryan had given him.

"Great." Kim sighed.

"And you promise that you won't give me any trouble, right?" He asked her. In the last two days that Kim had known Spider-man, she'd detected the slight warning in his voice when he talked to her, wanting her to do something that she didn't want to do. It was almost like he was saying 'try me'.

"Yes, Spider-man…guy." Kim sighed exasperatedly, looking down at the ground flying by below her. "I won't give you anymore trouble. Sheesh…one little mistake…" She trails off.

"_One_ mistake?!" Spider-man almost missed the web as he looked back at her, but quickly caught it, and swung to a stop on a small ledge of a building. He leaned down so she could un-loop her hands from his neck. "Just one mistake." He said, cocking his head at her, as she tried to stretch her arms with her make-shift handcuffs.

"Yeah, _one_ mistake!" Kim replied, crankily, practically yelling at him, forgetting her fear of the unknown. She was tired, and cranky. She didn't feel like putting up with crap from him right now. She thought that she was doing him a pretty big favor by letting herself go back to Ryan, just to prove that she was right. "You know, I don't have to go back to Ryan…and that other dumb professor that he's always hanging around with! I—

"Wait!" Spider-man put both his hands up, stopping her from saying more. "What other professor?"

Kim made a face at his change in attitude. "I don't know, some guy." She replied, fighting with her handcuffs, suddenly desperately wanting them off. "How do you get this _off_?!" She screamed at him in frustration. Spider-man put one hand over her incased two, calming her struggles.

"It will melt off in about ½ an hour." A pause. "Kim, this is _really_ important. What's the name of the other professor?"

Kim glared up at him. "I _don't_ know, its something really stupid, that sounds like octopus or something."

Spider-man put both of his hands to the sides her head, and made her look up at him. "Do you mean…Octavius?" He asked slowly.

Kim looked surprised. "Yeah, that's it. How'd you know?"

"Oh man, this is bad…_really_ bad. Come on, Kim." He lets go of her face, and grabs her arms looping them around his neck for her. "We've got to hurry." And off they go.

***

"And that takes care of any last minute planning." Ryan finished. "Just as a question, though. I mean, if you don't mind me asking."

"Of course not." Octavius' voice dripped with false concern. "Some of the greatest discoveries in history were made with asking a few simple questions. What's on your mind?"

"Well…after Kim kills Spider-man for us, what are you going to do with her? If you try and kill her, she may revolt against you."

"Ryan…Ryan…Ryan, don't you think I've already thought of such menial things?"

"Well…yeah." Ryan faltered. "I just thought that—

"Thought that what?" Octavius' voice boomed. 

"Well, that she may overpower you…you know, before you can get the drop on her."

Octavius' laughed, long and hard. "You think some…_teenager_ who has powers that _I_ gave to her, will try and overpower _me_?!" He turned deadly serious. "After she kills Spider-man, we will simply knock her out with some chloraphorm from you laboratory. We will keep the mind control device on her, and leave her in a room that is radioactive. Now, if my theory is correct, which undoubtedly it is, the result of the radioactivity will fuse the mind control device to her head, and she will be under my control _permanently_." He laughed loudly, and evilly. The sound actually sent a chill down Spider-man's spine.

"And," Ryan asked, raising one finger in the air nervously. "If it doesn't work, which I'm positive it will, but if the alternative doesn't happen, then what?"

Octavius shrugged carelessly. "Then the radiation will kill her, or we will. If it happens, we'll find someone else to be the scourge of Manhattan. Either way, it's a win-win situation."

"Except that you just gave the whole plan out to your nemesis! Thanks, Ock. You saved me from a lot of planning." Spider-man cracked. "But you haven't gotten a new plan instead of killing me yet?" He gets an exasperated director's tone. "_Hello_! Its been done already!"

"Ah, Spider-man." Octavius said. "I see you decided to join the party, and not a moment too soon I see. Ryan…seize the girl."

"You were right about him." Spider-man said to Kim, who was standing to his right. "He _is_ bad news."

"That's what I've been trying to tell you!" Kim groaned at Spider-man.

"Get behind me." Spider-man told Kim urgently, when he saw Ryan advancing closer. "He looks directly at Ryan. "She wasn't really diabetic, huh Ryan?" A pause. "So," Spider-man said, addressing both men. "You used a syringe to inject Kim with some kind of serum you invented to give her advanced powers."

"That's what I always liked about, Spider-man." Octavius said. "You were always a quick thinker, and I never had to spell things out for you!"

"And now that her powers are increasing," Spider-man continued. "You hope to somehow gain control of her mind. Nice try, but it ain't gonna happen, Ock!" 

Right as he said this, Octavius shot two of his octo-arms at Spider-man, clamping around his wrists, while Ryan inched toward Kim, with the mind control device. Spider-man was powerless to stop him.

"You can't do this, Ock!" Spider-man strained against his bonds. He couldn't let them put the mind control device on Kim. He wasn't worried about his own safety, more along the lines of her safety.

"I beg to differ, little spider." Octavius said. 

Meanwhile, Ryan was coming closer to Kim, who was backing away cautiously from him. She, like Spider-man, had heard Doc Ock's plan for mind control. Would he really try to mind control her forever?

"Don't do this, Ryan." Kim warned.

"What're you gonna do to me?" Ryan asked her. "I have more power over you now, then even Professor Octavius will with your mind." He lunged at her, having carefully tucked the device under his arm so his hands were free. He tackled her legs, so that she was forced to hit the ground, hard. When he tackled her down, she couldn't put up much of a fight, because her hands were still together. Spider-man stole quick glances over at her, while fighting Doc Ock. He silently cursed himself now, for taking away one of her only defenses. 

Ryan finally pinned Kim to the ground, straddling her stomach. She had knocked the mind control device from his hands, and it had slammed to the floor. What Ryan didn't know was that when it had slammed down, an inside wire had cute loose. He quickly grabbed the flawed device, and moved into position to put the device on her head. Kim was screaming, and thrashing her head from side to side, trying to not let Ryan secure the device on her head.

"You're only delaying the inevitable." Ryan taunted her. Then he lost all patience. "_Stop_ struggling!" He reeled his right arm back, and punched her in the face.

"Kim!" Spider-man yelled from across the room. Kim immediately stopped struggling. This small moment was all that Ryan needed. He slipped the mind control device over the top of her head, resting the front part on her forehead.

"There!" Ryan said, and got up, and yelled over toward Octavius. "It's done." 

"Good." Octavius said, releasing Spider-man's hands. Spider-man instantly flipped out of Octavius' reach, and bounded over to Kim. She was already developing a clearly defined bruise from where Ryan had punched her.

"Kim!" Spider-man called again, as he slid to a halt beside her, and knelt down. "How are you doing? You alright?" There was no answer, he shook her shoulder slightly. "Kim?" He asked again. Surprisingly, neither Ryan or Ock stepped in to take on the weakened Spider-man. They both anxiously anticipated what was to come.

Anger was boiling up in Spider-man, as he looked down at the unmoving form. He was about to turn his anger on Ock & Ryan, full force, when Kim's eyes bolted open, almost startling Spider-man. "Kim?" He asked hopefully, when he saw the movement. "Are you alright? I didn't know if you were gonna wake up, or not." Spider-man was very relieved. Kim looked a little confused at first, until her eyes seemed to cloud over a bit as Ock took the controls. "Can you speak?"

"_Die_ Spider-man." Kim's voice was eerily low, it didn't even sound like her.

"Okay, so not exactly the response I was hoping for." Spider-man cracked, as he leapt to his feet, Kim quickly followed suit. "Well, at least now I'm glad that you have those handcuffs." Spider-man nodded to them. "It will give me…" She discovered her new-found strength, snapping the webbing apart. "…all of two seconds."

"It looks like _I_ have the upper hand now, _Spider-man_." Octavius said cockily.

"You just wait." Spider-man said, glancing over his shoulder at Ock, but keeping most of, or all of his attention on Kim. No matter what happened, he wouldn't strike first…he'd defend himself, but not attack. The same couldn't be said for Kim. It was almost as if the mind control device gave her step-by-step instructions on how to use her powers. She now re-discovered how to fly, and also something else that hadn't been there before. Spider-man had his eyes on Kim, hands in front of himself, as if ready to defend himself, when suddenly she just disappeared. 

"She has a stealth mode." Ryan said in awe.

"Of course she has a stealth mode." Octavius answered. "_I_ gave it to her."

"Kim, where'd you go?" Spider-man asked, feeling stupid because he _knew_ she wasn't going to answer. Kim reappeared behind Spider-man, preparing to kick him in the back. But before she could, Spider-man's spider-sense went off, and he ducked, and rolled away from her. "Kim, this isn't _you_! We were just starting to get along." Spider-man scaled a wall, then flipped over Kim hoping to maybe be able to tire her out. "I don't _want_ to hurt you!" He yelled in frustration as she landed a hard punch to his face. He stumbled back a few steps, then fired some webbing at her. She jumped, then flew away from the webbing, it spattered to the floor harmlessly. 

"Maybe if I could somehow get the band off her head, then she would listen to me. But I _need _to distract Doc Ock long enough so he can't _control_ her." A pause. "Well…if nothing else, this should prove interesting." When Spider-man glanced back over at Doc Ock, he was talking with Ryan, holding something in his hands. "That must be what he's using!" Spider-man had discovered this in only a matter of seconds, but it was long enough for Kim to get the drop on him. She flew right beside him, and used her strength to kick him in the chest, sending him flying backwards. 

"Kim, listen to me!" Spider-man said, as he got up quickly. "You're your own person, no one can ever control you! Believe me when I found that out in the last few hours that I've known you." He stopped talking when he realized that it wasn't doing any good. "Alright then, I guess we do it the hard way." When Kim came at him this time, he stood there, and waited. She was flying at him, feet first, with that dull-clouded-over-sleepiness in her eyes. She got closer and closer, then when she was just inches from hitting him, he moved aside just enough to get out of the way. She was unable to stop, so she was going to fly by and retaliate, but Spider-man had an ulterior plan. He grabbed her shoulders as she went flying by, and turned. Her momentum, added to his, made both of them land in a sprawled out heap on the floor. Kim was dazed for a second, but Spider-man was used to this sort of thing, and was back up instantaneously. He went over to her, his intention was to pin her on the ground. He made it halfway. He grabbed her wrists and knelt down to her right, pinning her wrists to the floor. 

"Now do you want to listen to me?" He asked her. Her response was to bring her legs back and kick him the head, hard enough for him to let go. "Guess not." He answered, grabbing his throbbing head.

"Don't you just love this?" Ryan asked Octavius. "She's kicking his ass!"

"Its taking too _long_!" Octavius complained, and cranked up the device. 

"Um…sir, I don't think you should keep turning it up like that!" Ryan warned nervously His gaze went from Octavius' hands to the fight, and back to Octavius' hands again. "Its going to overload the circuits!"

"Don't tell me how to do _my_ job!" Octavius growled, and turned the device up even higher. The headband started to spark, and the device in Octavius' hands started to smoke.

"Uh-oh!" Spider-man said, grabbing both of Kim's hands as they continued to wrestle. "I've gotta get that thing off her! But how?!" In 

one last final attempt to reach her, Spider-man flipped her over his shoulder, did a backwards sweep with his foot, flipped over, and landed straddling her, facing her, and he quickly grabbed her wrists, pinning them once more, to the floor. The headband was now also smoking slightly, and beginning to emit this low buzzing sound. If he couldn't get this off, it would kill her. In one last finally attempt, he used his last chance. "_Kiiiiiiiiiiiiimmmmmmmmmmm_!" He screamed near her ear, as loud as he could. He shook his head, he knew all was lost. But suddenly…

"What?" Her eyes fluttered open, not cloudy, or dull like they had been earlier. She almost seemed in control of herself.

"Here, let me take that off your head!" Spider-man blurted out, his heart was almost soaring that she was still okay. He let go of her wrists, seized the device, carefully pulling if off her forehead before chucking it as hard as he could across the room. It exploded before it hit the wall. Spider-man didn't even watch it, but Kim turned her head, still on the ground, to see it.

"What happened?" Kim asked, she felt like she couldn't speak. Her throat was so dry.

"Well, not to wig you out or anything…but I think you just survived a mini-disaster." He told her.

"Spider-man?" Kim asked. "Could you do me a big favor?"

"Sure, anything." He replied. "What?"

"Could you get off me?"

***

"You imbecile! You broke it, that was one of two in the world, and _you_ broke it!" Ryan screamed at Octavius.

Octavius rose to his full height, which was still shorter then Ryan, and glared coldly at the younger man. "_What_ did you just call me?"

"An imbecile, a jerk. A _poor_ excuse for a scientist!" Ryan kept screaming until Octavius took a menacing step forward. Only then did Ryan realize what he had just done. 

"You can create more. You _will_ create more. You—

"Are going to jail!" Spider-man interrupted. He cocked his head to the side, and put his hands on his hips. "Tsk, tsk, tsk. You two couldn't agree on anything. Or you did out of fear. But…I think it may be hard to find supplies where you're going."

"Stay out of this Spider-man!" Octavius warned. "This is between _us_." Octavius looked as if he was about to duke it out with 

Spider-man, but Spider-man quickly coated him with web fluid. "You're going to jail, Ock. For a very, _very_ long time!"

***

"Well, it looks like Octavius has Spider-man's attention. I'll just make an inconspicuous exit." Ryan told himself.

"Going somewhere, Ryan?" Kim's voice filtered over to him.

Ryan looked around suspiciously for the source of the voice. "Why not show yourself, Kim? Scared to fight like a man?"

"You know, that's the cool thing about these powers." Kim said from his right, still in stealth. Ryan turned to look, following her voice. "They haven't disappeared yet." Now her voice was off to his left, and she was still in stealth. He turned his head again, following the sound of her voice. "And I must say," She said, flying around in circles around him, still in stealth. "I've been wanting to do this for a very, very long time!" She appeared in front of Ryan so suddenly that she startled him. She flew toward him and punched him in the jaw. Ryan could talk big, but he was just a big wimp. He fell to the ground out-cold.

Spider-man was attaching Octavius to a wall with some more web fluid, he was out-cold also. He turns to Kim. "You got Ryan? Good, bring him over here. The cops are on their way. Its not a powder sugared Danish, but hopefully they'll except it anyway."

***

That Night

Kim and Spider-man were both seated on the top of the Statue of Liberty's head, talking. Believe it or not, they'd become pretty close friends from the past two days. Kim cleared everything up with her friends, not telling them about her powers, only that Ryan was incarcerated. Amanda said she could move in with her. 

But now Spider-man and Kim were discussing what was going to come next.

"I could do it, you just don't have faith in me." Kim complained to him.

"I have _complete_ faith in you." He pauses, and shrugs, and holds his index and thumb about an inch apart. "Okay, so lacking in this much faith."

Kim stood up, and viewed the Manhattan skyline, stretching. "I could really help this town, Spider-man." She turns to look at him. 

"This town could always use another superhero."

Spider-man points a finger at her. "Okay, so you've got a point there. But I don't know…" He scratched his head thoughtfully. "Helping out this town can be _really_ tough. Can you fight?"

"Well…uh…no." Kim answered reluctantly. She puts a great big smile on her face, walking up to Spider-man. "That's where you come in! You could teach me!"

"I—

"And you could help me get a cool name."

"But—

"You could help me design a cool outfit, like yours!"

"Now wait—

"Think of it, Spider-man! I could watch your back!"

"Can I get a sentence in here?" Spider-man asked, impatiently.

"You just did." Kim told him with a grin.

"I really don't think that this is such a great idea." Spider-man said.

Kim looked slightly disappointed, then shrugged, and turned away. She looked back toward the skyline. "That's alright, Spidey. I'll help the town out by myself." She didn't say it in a haughty way, just in a 'you're not gonna change my mind' kinda way. She prepared to jump off the statue, to fly off into the night, but Spider-man put a restraining hand on her shoulder.

"I haven't said 'no', yet."

Kim turned around, excitement evident in her face and eyes. "So you will?"

Kim couldn't see it, but Spider-man was grinning underneath his mask. "I haven't said 'yes' yet either.

The End????

If you guys like it, stay tuned for more. If not, I guess that I'll stop at one. But I kinda like this story. J


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